Contracts Checklist

Christopher G. Hill
804.916.6591
Chill@durrettebradshaw.com

Principals of both Subcontractors and Suppliers should review this

checklist when presented with contracts by “upstream” companies
on a project.

I. Deal Breakers

“Pay when paid” clauses

One way attorney fee provisions in dispute resolution provisions
Attempts to make you indemnify the entire project or insure
the upstream party for its own acts
“No damages for delay” clauses that remove your ability to claim
actual damages for delay beyond your control and imposed by an
upstream party
Termination for convenience that only pays for work performed
and materials installed as of the date of the termination
Language that puts artificial limits on your ability to make a
claim, including allowing the upstream party or its agent to be
the judge of your claim’s validity

34. Items to Make You Think

Carefully Mandatory
arbitration
Clauses that mention the “satisfaction” of the upstream con-
tractor or owner as the benchmark for correct work and not the
plans
Clausesandspecifying
specifications
a location
Final payment as a waiver of allfor any lawsuit
claims
Statutes of limitations in the contract that impose artificial
limits on your rights

60. Better to Avoid, but Don’t Lose a Good Deal

Incorporating documents that are not plans and specifications,

including the contract between the Owner and the eral/Prime Contractor Gen
Bond requirements on non-government projects -

A combination of your knowledge of and business history

with the “upstream” party and these guidelines will help to assure that you
get the best com- bination of protection and profit. Should any questions
arise during contract nego- tiations, consult with an attorney knowledgeable
in construction law to assure that your rights are protected.

©2008, Christopher G. Hill All Rights

Reserved